Exhibit 4.4

   

  AFC GAMMA, INC.,

   

  Issuer

   

  AND

   

  TMI TRUST COMPANY,

   

  Trustee

   

  INDENTURE

   

  Dated as of                , 20                

   

  Debt Securities 

  
     

    
      
 

  

  
   

  TABLE OF CONTENTS

   

  Page

   

  	ARTICLE 1 DEFINITIONS	1
	Section 1.01 Definitions of Terms	1
	ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION  AND EXCHANGE OF
            SECURITIES	5
	Section 2.01 Designation and Terms of Securities	5
	Section 2.02 Form of Securities and Trustee’s Certificate	8
	Section 2.03 Denominations: Provisions for Payment	8
	Section 2.04 Execution and Authentications	10
	Section 2.05 Registration of Transfer and Exchange	10
	Section 2.06 Temporary Securities	12
	Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities	12
	Section 2.08 Cancellation	13
	Section 2.09 Benefits of Indenture	13
	Section 2.10 Authenticating Agent	13
	Section 2.11 Global Securities	14
	ARTICLE 3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	15
	Section 3.01 Redemption	15
	Section 3.02 Notice of Redemption	15
	Section 3.03 Payment Upon Redemption	16
	Section 3.04 Sinking Fund	17
	Section 3.05 Satisfaction of Sinking Fund Payments with Securities	17
	Section 3.06 Redemption of Securities for Sinking Fund	17
	ARTICLE 4 COVENANTS	18
	Section 4.01 Payment of Principal, Premium and Interest	18
	Section 4.02 Maintenance of Office or Agency	18
	Section 4.03 Paying Agents	18
	Section 4.04 Appointment to Fill Vacancy in Office of Trustee	19
	Section 4.05 Compliance with Consolidation Provisions	19
	ARTICLE 5 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	20
	Section 5.01 Company to Furnish Trustee Names and Addresses of Securityholders	20
	Section 5.02 Preservation Of Information; Communications With Securityholders	20
	Section 5.03 Reports by the Company	20
	Section 5.04 Reports by the Trustee	21
	ARTICLE 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	21
	Section 6.01 Events of Default	21
	Section 6.02 Collection of Indebtedness and Suits for Enforcement by Trustee	23
	Section 6.03 Application of Moneys Collected	24
	Section 6.04 Limitation on Suits	25
	Section 6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver	25
	Section 6.06 Control by Securityholders	26


  

  
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  TABLE OF CONTENTS

  (continued)

   

  Page

   

  	Section 6.07 Undertaking to Pay Costs	26
	ARTICLE 7 CONCERNING THE TRUSTEE	27
	Section 7.01 Certain Duties and Responsibilities of Trustee	27
	Section 7.02 Certain Rights of Trustee	28
	Section 7.03 Trustee Not Responsible for Recitals, Indenture or Securities	30
	Section 7.04 May Hold Securities	30
	Section 7.05 Moneys Held in Trust	30
	Section 7.06 Compensation and Reimbursement	30
	Section 7.07 Reliance on Officer’s Certificate	31
	Section 7.08 Disqualification; Conflicting Interests	31
	Section 7.09 Corporate Trustee Required; Eligibility	31
	Section 7.10 Resignation and Removal; Appointment of Successor	32
	Section 7.11 Acceptance of Appointment By Successor	33
	Section 7.12 Merger, Conversion, Consolidation or Succession to Business	34
	Section 7.13 Preferential Collection of Claims Against the Company	34
	Section 7.14 Notice of Default	35
	ARTICLE 8 CONCERNING THE SECURITYHOLDERS	35
	Section 8.01 Evidence of Action by Securityholders	35
	Section 8.02 Proof of Execution by Securityholders	36
	Section 8.03 Who May be Deemed Owners	36
	Section 8.04 Certain Securities Owned by Company Disregarded	36
	Section 8.05 Actions Binding on Future Securityholders	36
	ARTICLE 9 SUPPLEMENTAL INDENTURES	37
	Section 9.01 Supplemental Indentures Without the Consent of Securityholders	37
	Section 9.02 Supplemental Indentures With Consent of Securityholders	38
	Section 9.03 Effect of Supplemental Indentures	39
	Section 9.04 Securities Affected by Supplemental Indentures	39
	Section 9.05 Execution of Supplemental Indentures	39
	ARTICLE 10 SUCCESSOR ENTITY	40
	Section 10.01 Company May Consolidate, Etc.	40
	Section 10.02 Successor Entity Substituted	40
	ARTICLE 11 SATISFACTION AND DISCHARGE	41
	Section 11.01 Satisfaction and Discharge of Indenture	41
	Section 11.02 Discharge of Obligations	41
	Section 11.03 Deposited Moneys to be Held in Trust	42
	Section 11.04 Payment of Moneys Held by Paying Agents	42
	Section 11.05 Repayment to Company	42
	ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	42
	Section 12.01 No Recourse	42
	ARTICLE 13 MISCELLANEOUS PROVISIONS	43
	Section 13.01 Effect on Successors and Assigns	43


  

  

  
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  TABLE OF CONTENTS

  (continued)

   

  Page

   

  	Section 13.02 Actions by Successor	43
	Section 13.03 Surrender of Company Powers	43
	Section 13.04 Notices	43
	Section 13.05 Governing Law; Waiver of Jury Trial; Consent to Jurisdiction	44
	Section 13.06 Treatment of Securities as Debt	45
	Section 13.07 Certificates and Opinions as to Conditions Precedent	45
	Section 13.08 Payments on Business Days	45
	Section 13.09 Conflict with Trust Indenture Act	45
	Section 13.10 Counterparts	46
	Section 13.11 Separability	46
	Section 13.12 Compliance Certificates	46


   

  (1)       This Table of Contents does not constitute part of the Indenture and shall not have any bearing on the
      interpretation of any of its terms or provisions. 

  
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  INDENTURE

   

  INDENTURE, dated as of                , 20                among AFC GAMMA, INC.,


      a Maryland corporation (the “Company”), TMI Trust Company, as trustee (the “Trustee”) and Continental Stock Transfer and Trust, as security registrar:

   

  WHEREAS, for its lawful corporate purposes, the Company has duly authorized the
      execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this
      Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

   

  WHEREAS, to provide the terms and conditions upon which the Securities are to be
      authenticated, issued and delivered, the Company has duly authorized the execution of this Indenture; and

   

  WHEREAS, all things necessary to make this Indenture a valid agreement of the
      Company, in accordance with its terms, have been done.

   

  NOW, THEREFORE, in consideration of the premises and the purchase of the Securities
      by the holders thereof, it is mutually covenanted and agreed as follows for the equal and ratable benefit of the holders of Securities:

   

  ARTICLE 1

      

      DEFINITIONS

   

  Section 1.01 Definitions of Terms.

   

  The terms defined in this Section (except as in this Indenture or any indenture supplemental
      hereto otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section and shall include the plural as
      well as the singular. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939, as amended, or that are by reference in such Act defined in the Securities Act of 1933, as amended (except as herein or any indenture
      supplemental hereto otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of the execution of this
      instrument.

   

  “Applicable FATCA Law” has the meaning set forth in Section 13.13.

   

  “Authenticating Agent” means an authenticating agent with respect to all or
      any of the series of Securities appointed by the Trustee pursuant to Section 2.10.

   

  “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state
      law for the relief of debtors.

  
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  “Board of Directors” means the Board of Directors (or the functional
      equivalent thereof) of the Company or any duly authorized committee of such Board.

   

  “Board Resolution” means a copy of a resolution certified by the Secretary or
      an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification.

   

  “Business Day” means, with respect to any series of Securities, any day other
      than a day on which federal or state banking institutions in the Borough of Manhattan, the City of New York, or in the city of the Corporate Trust Office of the Trustee, are authorized or obligated by law, executive order or regulation to close.

   

  “Certificate” means a certificate signed by any Officer. The Certificate need
      not comply with the provisions of Section 13.07.

   

  “Commission” means the Securities and Exchange Commission, as from time to
      time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such
      duties at such time.

   

  “Company” means AFC Gamma, Inc., a corporation duly organized and existing
      under the laws of the State of Maryland, and, subject to the provisions of Article Ten, shall also include its successors and assigns.

   

  “Corporate Trust Office” means the office of the Trustee at which, at any
      particular time, its corporate trust business shall be principally administered, which office at the date hereof is located at [1100 Abernathy Road, Suite 480, Atlanta, GA 30328].1

   

  “Custodian” means any receiver, trustee, assignee, liquidator or similar
      official under any Bankruptcy Law.

   

  “Defaulted Interest” has the meaning set forth in Section 2.03.

   

  “Depositary” means, with respect to Securities of any series for which the
      Company shall determine that such Securities will be issued as a Global Security, The Depository Trust Company, another clearing agency, or any successor registered as a clearing agency under the Exchange Act, or other applicable statute or
      regulation, which, in each case, shall be designated by the Company pursuant to either Section 2.01 or 2.11.

   

  “Event of Default” means, with respect to Securities of a particular series,
      any event specified in Section 6.01, continued for the period of time, if any, therein designated.

   

  “Exchange Act” means the United States Securities Exchange Act of 1934, as
      amended, and the rules and regulations promulgated by the Commission thereunder.

   

  

  
  
     

  

  
  1 Effective




      April 25, 2022, TMI’s new address will be 5901 Peachtree Dunwoody Road, Suite 495, Atlanta, Georgia 30328.

  
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  “Global Security” means a Security issued to evidence all or a part of any
      series of Securities which is executed by the Company and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with the Indenture, which shall be registered in the name of the
      Depositary or its nominee.

   

  “Governmental Obligations” means securities that are (a) direct obligations of
      the United States of America for the payment of which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is
      unconditionally guaranteed as a full faith and credit obligation by the United States of America that, in either case, are not callable or redeemable at the option of the issuer thereof at any time prior to the stated maturity of the Securities, and
      shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such Governmental Obligation or a specific payment of principal of or interest on any such Governmental Obligation held by such custodian for
      the account of the holder of such depositary receipt; provided, however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received
      by the custodian in respect of the Governmental Obligation or the specific payment of principal of or interest on the Governmental Obligation evidenced by such depositary receipt.

   

  “herein”, “hereof” and “hereunder”, and other
      words of similar import, refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

   

  “Indenture” means this instrument as originally executed or as it may from
      time to time be supplemented or amended by one or more indentures supplemental hereto entered into in accordance with the terms hereof and shall include the terms of particular series of Securities established as contemplated by Section 2.01.

   

  “Interest Payment Date”, when used with respect to any installment of interest
      on a Security of a particular series, means the date specified in such Security or in a Board Resolution or in an indenture supplemental hereto with respect to such series as the fixed date on which an installment of interest with respect to
      Securities of that series is due and payable.

   

  “Officer” means, with respect to the Company, the chairman of the Board of
      Directors, a chief executive officer, a president, a chief financial officer, a chief operating officer, any executive vice president, any senior vice president, any vice president, the treasurer or any assistant treasurer, the controller or any
      assistant controller, the secretary or any assistant secretary or the head of real estate.

   

  “Officer’s Certificate” means a certificate signed by any Officer. Each such
      certificate shall include the statements provided for in Section 13.07, if and to the extent required by the provisions thereof.

   

  “Opinion of Counsel” means an opinion in writing subject to customary
      exceptions of legal counsel, who may be an employee of or counsel for the Company, that is delivered to the Trustee in accordance with the terms hereof. Each such opinion shall include the statements provided for in Section 13.07, if and to
      the extent required by the provisions thereof.

  
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  “Outstanding”, when used with reference to Securities of any series, means,
      subject to the provisions of Section 8.04, as of any particular time, all Securities of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities theretofore canceled by the Trustee or any
      paying agent, or delivered to the Trustee or any paying agent for cancellation or that have previously been canceled; (b) Securities or portions thereof for the payment or redemption of which moneys or Governmental Obligations in the necessary amount
      shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent); provided, however, that if
      such Securities or portions of such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article Three, or provision satisfactory to the Trustee shall have been made for giving
      such notice; and (c) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered pursuant to the terms of Section 2.07.

   

  “Person” means any individual, corporation, partnership, joint venture,
      joint-stock company, limited liability company, association, trust, unincorporated organization, any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

   

  “Predecessor Security” of any particular Security means every previous
      Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or stolen
      Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security.

   

  “Responsible Officer” when used with respect to the Trustee means any officer
      of the Trustee assigned by the Trustee to administer its corporate trust matters with respect to this Indenture (which, for the avoidance of doubt, includes without limitation any supplemental indenture hereto).

   

  “Securities” has the meaning stated in the first recital of this Indenture and
      more particularly means any Securities authenticated and delivered under this Indenture.

   

  “Securities Act” means the Securities Act of 1933, as amended.

   

  “Securityholder”, “holder of Securities”, “registered
          holder”, or other similar term, means the Person or Persons in whose name or names a particular Security is registered on the Security Register kept for that purpose in accordance with the terms of this Indenture.

   

  “Security Register” and “Security Registrar” shall have the
      meanings as set forth in Section 2.05.

   

  “Subsidiary” means, with respect to any Person:

   

  (1) any corporation or company a majority of whose capital stock with voting power, under
      ordinary circumstances, to elect directors is, at the date of determination, directly or indirectly, owned by such Person (a “subsidiary”), by one or more subsidiaries of such Person or by such Person and one or more subsidiaries of such Person;

  
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  (2) a partnership in which such Person or a subsidiary of such Person is, at the date of
      determination, a general partner of such partnership; or

   

  (3) any partnership, limited liability company or other Person in which such Person, a
      subsidiary of such Person or such Person and one or more subsidiaries of such Person, directly or indirectly, at the date of determination, have (x) at least a majority ownership interest or (y) the power to elect or appoint or direct the election or
      appointment of the managing partner or member of such Person or, if applicable, a majority of the directors or other governing body of such Person.

   

  “Trustee” means TMI Trust Company and, subject to the provisions of Article
      Seven, shall also include its successors and assigns, and, if at any time there is more than one Person acting in such capacity hereunder, “Trustee” shall mean each such Person. The term “Trustee” as used with respect to a particular series of the
      Securities shall mean the trustee with respect to that series.

   

  “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

   

  ARTICLE 2

      

      ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION

      AND EXCHANGE OF SECURITIES

   

  Section 2.01 Designation and Terms of Securities.

   

  (a) The aggregate principal amount of Securities that may be
      authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series up to the aggregate principal amount of Securities of that series from time to time authorized by or pursuant to a Board Resolution or
      pursuant to one or more indentures supplemental hereto. Prior to the initial issuance of Securities of any series, there shall be established in or pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or
      more indentures supplemental hereto:

   

  (1) the title and ranking of the Securities of the series (which
      shall distinguish the Securities of that series from all other Securities);

   

  (2) any limit upon the aggregate principal amount of the
      Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series);

   

  (3) the date or dates on which the principal of the Securities of
      the series is payable;

   

  (4) if the price (expressed as a percentage of the aggregate
      principal amount thereof) at which such Securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the
      portion of the principal amount of such Securities that is convertible into another security or the method by which any such portion shall be determined;

   

  (5) the rate or rates at which the Securities of the series shall
      bear interest or the manner of calculation of such rate or rates, if any;

  
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  (6) the date or dates from which such interest shall accrue, the
      Interest Payment Dates on which such interest will be payable or the manner of determination of such Interest Payment Dates, the place(s) of payment, and the record date for the determination of holders to whom interest is payable on any such
      Interest Payment Dates or the manner of determination of such record dates;

   

  (7) the right, if any, to extend the interest payment periods and
      the duration of such extension;

   

  (8) the period or periods within which, the price or prices at
      which and the terms and conditions upon which Securities of the series may be redeemed, converted or exchanged, in whole or in part;

   

  (9) the obligation, if any, of the Company to redeem or purchase
      Securities of the series pursuant to any sinking fund, mandatory redemption, or analogous provisions (including payments made in cash in satisfaction of future sinking fund obligations) or at the option of a holder thereof and the period or periods
      within which, the price or prices at which, and the terms and conditions upon which, Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

   

  (10) the form of the Securities of the series including the form
      of the certificate of authentication for such series;

   

  (11) if other than denominations of one thousand U.S. dollars
      ($1,000) or any integral multiple thereof, the denominations in which the Securities of the series shall be issuable;

   

  (12) any and all other terms (including terms, to the extent
      applicable, relating to any auction or remarketing of the Securities of that series and any security for the obligations of the Company with respect to such Securities) with respect to such series (which terms shall not be inconsistent with the terms
      of this Indenture, as amended by any supplemental indenture) including any terms which may be required by or advisable under United States laws or regulations or advisable in connection with the marketing of Securities of that series;

   

  (13) whether the Securities of the series shall be issued in whole
      or in part in the form of a Global Security or Securities; the terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global
      Security or Securities;

   

  (14) whether the Securities will be convertible into or
      exchangeable for shares of common stock, preferred stock or other securities of the Company or any other Person and, if so, the terms and conditions upon which such Securities will be so convertible or exchangeable, including the conversion or
      exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at the Company’s option or the holders’ option) conversion or exchange features, and the applicable conversion or exchange period;

   

  (15) if other than the full principal amount thereof, the portion
      of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01;

   

  (16) any additional or alternative events of default;

  
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  (17) additional or alternative covenants (which may include, among
      other restrictions, restrictions on the Company’s ability or the ability of the Company’s Subsidiaries to: incur additional indebtedness; issue additional securities; create liens; pay dividends or make distributions in respect of the capital stock
      of the Company or the Company’s Subsidiaries; redeem capital stock; place restrictions on the Company’s Subsidiaries’ ability to pay dividends, make distributions or transfer assets; make investments or other restricted payments; sell or otherwise
      dispose of assets; enter into sale-leaseback transactions; engage in transactions with stockholders or affiliates; issue or sell stock of the Company’s Subsidiaries; or effect a consolidation or merger) or financial covenants (which may include,
      among other financial covenants, financial covenants that require the Company and its Subsidiaries to maintain specified interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios) provided for with respect to the
      Securities of the series;

   

  (18) the currency or currencies, including composite currencies,
      in which payment of the principal of (and premium, if any) and interest, if any, on such Securities shall be payable (if other than the currency of the United States of America), which unless otherwise specified shall be the currency of the United
      States of America as at the time of payment is legal tender for payment of public or private debts;

   

  (19) if the principal of (and premium, if any) or interest, if
      any, on such Securities is to be payable, at the election of the Company or any Holder thereof, in a coin or currency other than that in which such Securities are stated to be payable, then the period or periods within which, and the terms and
      conditions upon which, such election may be made;

   

  (20) whether interest will be payable in cash or additional
      Securities at the Company’s or the Securityholders’ option and the terms and conditions upon which the election may be made;

   

  (21) the terms and conditions, if any, upon which the Company
      shall pay amounts in addition to the stated interest, premium, if any and principal amounts of the Securities of the series to any Securityholder that is not a “United States person” for federal tax purposes;

   

  (22) additional or alternative provisions, if any, related to
      defeasance and discharge of the offered Securities;

   

  (23) the applicability of and any provisions with respect to any
      security or guarantees provided for the Securities;

   

  (24) any provisions with respect to the subordination of the rights of holders of the
      Securities to other security holders or creditors of the Company;

   

  (25) any restrictions on transfer, sale or assignment of the
      Securities of the series; and

   

  (26) any other terms of the series.

   

  All Securities of any one series shall be substantially identical except as may otherwise be
      provided in or pursuant to any such Board Resolution or in any indentures supplemental hereto.

  
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  If any of the terms of the series are established by action taken pursuant to a Board
      Resolution of the Company, a copy of an appropriate record of such action shall be certified by the secretary or an assistant secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the
      Company setting forth the terms of the series.

   

  Securities of any particular series may be issued at various times, with different dates on
      which the principal or any installment of principal is payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with different dates on which such interest may be payable and with different
      redemption dates.

   

  Section 2.02 Form of Securities and Trustee’s Certificate.

   

  The Securities of any series and the Trustee’s certificate of authentication to be borne by
      such Securities shall be substantially of the tenor and purport as set forth in one or more indentures supplemental hereto or as provided in a Board Resolution, and set forth in an Officer’s Certificate, and they may have such letters, numbers or
      other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to
      comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange on which Securities of that series may be listed, or to conform to usage.

   

  Section 2.03 Denominations: Provisions for Payment.

   

  The Securities shall be issuable as registered Securities and in the denominations of two
      thousand U.S. dollars ($2,000) or any integral multiple thereof, subject to Section 2.01(a)(11). The Securities of a particular series shall bear interest payable on the dates and at the rate specified with respect to that series. Subject to
      Section 2.01(a)(18), the principal of and the interest on the Securities of any series, as well as any premium thereon in case of redemption thereof prior to maturity, shall be payable in the coin or currency of the United States of America
      that at the time is legal tender for public and private debt, at the office or agency of the Company maintained for that purpose. Each Security shall be dated the date of its authentication. Interest on the Securities shall be computed on the basis
      of a 360-day year composed of twelve 30-day months.

   

  The interest installment on any Security that is payable, and is punctually paid or duly
      provided for, on any Interest Payment Date for Securities of that series shall be paid to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the close of business on the regular record date for such
      interest installment specified in such Security or in a Board Resolution or in an indenture supplemental hereto with respect to such series of Securities. In the event that any Security of a particular series or portion thereof is called for
      redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Security will be paid upon presentation and surrender of such Security as
      provided in Section 3.03.

   

  Any interest on any Security that is payable, but is not punctually paid or duly provided
      for, on any Interest Payment Date for Securities of the same series (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the relevant regular record date by virtue of having been such holder; and
      such Defaulted Interest shall be paid by the Company, at its election, as provided in clause (1) or clause (2) below:

  
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  (1) The Company may make payment of any Defaulted Interest on
      Securities to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following
      manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of
      money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in
      trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall not be more than 15 nor less than 10
      days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the
      expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first class postage prepaid, to each Securityholder at his or her address as it appears in the Security
      Register (as hereinafter defined), not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall
      be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered on such special record date.

   

  (2) The Company may make payment of any Defaulted Interest on any
      Securities in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the
      Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

   

  Unless otherwise set forth in a Board Resolution or one or more indentures supplemental
      hereto establishing the terms of any series of Securities pursuant to Section 2.01 hereof, the term “regular record date” as used in this Section with respect to a series of Securities and any Interest Payment Date for such series shall mean
      either the fifteenth day of the month immediately preceding the month in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the first day of a month, or the
      first day of the month in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of a month, whether or not such date is a Business Day.

   

  Subject to the foregoing provisions of this Section, each Security of a series delivered
      under this Indenture upon transfer of or in exchange for or in lieu of any other Security of such series shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Security.

  
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  Section 2.04 Execution and Authentications.

   

  The Securities shall be signed on behalf of the Company by one of its Officers. Signatures
      may be in the form of a manual or facsimile signature.

   

  The Company may use the facsimile signature of any Person who shall have been an Officer,
      notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements
      required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee.

   

  A Security shall not be valid until authenticated manually by an authorized signatory of the
      Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time
      and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication
      and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities.

   

  In authenticating such Securities and accepting the additional responsibilities under this
      Indenture in relation to such Securities, the Trustee shall receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating (i) that the form and terms thereof have been established in conformity
      with the provisions of this Indenture, (ii) all conditions precedent to the issuance of such Securities have been satisfied, and the (iii) the Securities, when issued by the Company and if applicable, authenticated by the Trustee, will constitute
      valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to
      or affecting creditors’ rights and to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

   

  The Trustee shall not be required to authenticate such Securities if the issue of such
      Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, powers, indemnities or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

   

  Section 2.05 Registration of Transfer and Exchange.

   

  (a) Securities of any series may be exchanged upon presentation
      thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other
      governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor
      the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding.

  
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  (b) The Company shall keep, or cause to be kept, at its office or
      agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of
      Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as
      authorized by Board Resolution or herein (the “Security Registrar”). The Company hereby appoints Continental Stock Transfer and Trust as the initial Security Registrar.

   

  Upon surrender for transfer of any Security at the office or agency of the Security
      Registrar, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate
      principal amount.

   

  All Securities presented or surrendered for exchange or registration of transfer, as
      provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the
      registered holder or by such holder’s duly authorized attorney in writing.

   

  (c) Except as provided pursuant to Section 2.01 pursuant
      to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new
      Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section
        3.03(b) and Section 9.04 not involving any transfer.

   

  (d) The Company shall not be required (i) to issue, exchange or
      register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of
      business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption, other than the unredeemed portion of any such Securities being redeemed in part. The
      provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

   

  The Trustee shall have no obligation or duty to monitor, determine or inquire as to
      compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among depositary participants or beneficial owners of
      interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the
      same to determine substantial compliance as to form with the express requirements hereof.

  
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  Section 2.06 Temporary Securities.

   

  Pending the preparation of definitive Securities of any series, the Company may execute, and
      the Trustee shall authenticate and deliver, temporary Securities (printed, lithographed or typewritten) of any authorized denomination. Such temporary Securities shall be substantially in the form of the definitive Securities in lieu of which they
      are issued, but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company. Every temporary Security of any series shall be executed by the Company and be authenticated by
      the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities of such series. Without unnecessary delay the Company will execute and will furnish definitive Securities of such series and
      thereupon any or all temporary Securities of such series may be surrendered in exchange therefor (without charge to the holders), at the office or agency of the Company designated for the purpose, and the Trustee shall authenticate and such office or
      agency shall deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive Securities of such series, unless the Company advises the Trustee to the effect that definitive Securities need not be executed and
      furnished until further notice from the Company. Until so exchanged, the temporary Securities of such series shall be entitled to the same benefits under this Indenture as definitive Securities of such series authenticated and delivered hereunder.

   

  Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities.

   

  In case any temporary or definitive Security shall become mutilated or be destroyed, lost or
      stolen, the Company (subject to the next succeeding sentence) shall execute, and upon the Company’s request the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security of the same series, bearing a number not contemporaneously
      outstanding, in exchange and substitution for the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substituted Security shall furnish to the Company and the Trustee
      such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee evidence to their satisfaction of the destruction,
      loss or theft of the applicant’s Security and of the ownership thereof. The Trustee may authenticate any such substituted Security and deliver the same upon the written request or authorization of any officer of the Company. Upon the issuance of any
      substituted Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected
      therewith.

   

  In case any Security that has matured or is about to mature shall become mutilated or be
      destroyed, lost or stolen, the Company may, instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to
      the Company and the Trustee such security or indemnity as they may require to save them harmless, and, in case of destruction, loss or theft, evidence to the satisfaction of the Company and the Trustee of the destruction, loss or theft of such
      Security and of the ownership thereof.

   

  Every replacement Security issued pursuant to the provisions of this Section shall
      constitute an additional contractual obligation of the Company whether or not the mutilated, destroyed, lost or stolen Security shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Indenture
      equally and proportionately with any and all other Securities of the same series duly issued hereunder. All Securities shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or
      payment of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the extent lawful) any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the
      replacement or payment of negotiable instruments or other securities without their surrender.

  
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  Section 2.08 Cancellation.

   

  All Securities surrendered for the purpose of payment, redemption, exchange or registration
      of transfer shall, if surrendered to the Company or any paying agent, be delivered to the Trustee for cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and no Securities shall be issued in lieu thereof except as expressly
      required or permitted by any of the provisions of this Indenture. The Trustee shall dispose of canceled Securities in accordance with its standard procedures and at the written request of the Company, deliver a certificate of disposition to the
      Company. If the Company shall otherwise acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the
      Trustee for cancellation.

   

  Section 2.09 Benefits of Indenture.

   

  Nothing in this Indenture or in the Securities, express or implied, shall give or be
      construed to give to any Person, other than the parties hereto and the holders of the Securities any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all
      such covenants, conditions and provisions being for the sole benefit of the parties hereto and of the holders of the Securities.

   

  Section 2.10 Authenticating Agent.

   

  So long as any of the Securities of any series remain Outstanding there may be an
      Authenticating Agent for any or all such series of Securities which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon
      exchange, transfer or partial redemption thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in
      this Indenture to the authentication of Securities by the Trustee shall be deemed to include authentication by an Authenticating Agent for such series. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a
      combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized
      under such laws to conduct such business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign
      immediately.

  
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  Any Authenticating Agent may at any time resign by giving written notice of resignation to
      the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon
      resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment
      hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.

   

  Section 2.11 Global Securities.

   

  (a) If the Company shall establish pursuant to Section 2.01
      that the Securities of a particular series are to be issued as a Global Security, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that (i) shall represent, and
      shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Securities of such series, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the
      Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.11 of the Indenture, this Security may be transferred, in whole but not in
      part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.”

   

  (b) Notwithstanding the provisions of Section 2.05, the
      Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved
      by the Company or to a nominee of such successor Depositary.

   

  (c) If at any time the Depositary for a series of the Securities
      notifies the Company that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or
      regulation, and a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or if an Event of Default has occurred and is
      continuing and the Company has received a request from the Depositary or from the Trustee, this Section 2.11 shall no longer be applicable to the Securities of such series and the Company will execute, and subject to Section 2.04, the
      Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series
      in exchange for such Global Security. In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.11 shall no longer apply
      to the Securities of such series. In such event the Company will execute and, subject to Section 2.04, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company, will authenticate and deliver the
      Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon
      the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be canceled by the Trustee. Such Securities in definitive registered form issued in exchange
      for the Global Security pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct
      the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

  
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  ARTICLE 3

      

      REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

   

  Section 3.01 Redemption.

   

  The Company may redeem the Securities of any series issued hereunder on and after the dates
      and in accordance with the terms established for such series pursuant to Section 2.01 hereof.

   

  Section 3.02 Notice of Redemption.

   

  (a) In case the Company shall desire to exercise such right to
      redeem all or, as the case may be, a portion of the Securities of any series in accordance with any right the Company reserved for itself to do so pursuant to Section 2.01 hereof, the Company shall, or shall cause the Trustee to, give notice
      of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption of that series to
      such holders at their last addresses as they shall appear upon the Security Register, unless a shorter period is specified in the Securities to be redeemed. Any notice that is mailed in the manner herein provided shall be conclusively presumed to
      have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice,
      shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the
      terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with any such restriction.

   

  Each such notice of redemption shall specify the date fixed for redemption and the
      redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of
      such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is from a sinking fund, if such is the case. Unless
      otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, a notice of redemption may not be conditional. If less than all the Securities of a series are to be redeemed, the notice to
      the holders of Securities of that series to be redeemed in part shall specify the particular Securities to be so redeemed.

  
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  In case any Security is to be redeemed in part only, the notice that relates to such
      Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the
      unredeemed portion thereof will be issued.

   

  (b) If less than all the Securities of a series are to be
      redeemed, the Company shall give the Trustee at least 35 days’ notice (unless a shorter notice shall be satisfactory to the Trustee) in advance of the date fixed for redemption as to the aggregate principal amount of Securities of the series to be
      redeemed in the case of global notes, in the manner provided for by the policies and procedures of DTC, or in the case of physical notes, by the Trustee by lot or in such other manner as it shall deem appropriate and fair in its discretion and that
      may provide for the selection of a portion or portions (equal to two thousand U.S. dollars ($2,000) or any integral multiple thereof) of the principal amount of such Securities of a denomination larger than $1,000, the Securities to be redeemed and
      shall thereafter promptly notify the Company in writing of the numbers of the Securities to be redeemed, in whole or in part. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by an Officer, instruct
      the Trustee or any paying agent to call all or any part of the Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Company or its own name as
      the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or
      such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the
      provisions of this Section.

   

  Section 3.03 Payment Upon Redemption.

   

  (a) If the giving of notice of redemption shall have been
      completed as above provided, the Securities or portions of Securities of the series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together
      with interest accrued to the date fixed for redemption and interest on such Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption
      price and accrued interest with respect to any such Security or portion thereof. On presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid
      and redeemed at the applicable redemption price for such series, together with interest accrued thereon to the date fixed for redemption (but if the date fixed for redemption is an interest payment date, the interest installment payable on such date
      shall be payable to the registered holder at the close of business on the applicable record date pursuant to Section 2.03).

   

  (b) Upon presentation of any Security of such series that is to be
      redeemed in part only, the Company shall execute and the Trustee shall authenticate and the office or agency where the Security is presented shall deliver to the holder thereof, at the expense of the Company, a new Security of the same series of
      authorized denominations in principal amount equal to the unredeemed portion of the Security so presented.

  
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  Section 3.04 Sinking Fund.

   

  The provisions of Sections 3.04, 3.05 and 3.06 shall be applicable
      to any sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated by Section 2.01 for Securities of such series.

   

  The minimum amount of any sinking fund payment provided for by the terms of Securities of
      any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”. If provided
      for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 3.05. Each sinking fund payment shall be applied to the redemption of Securities of any series as
      provided for by the terms of Securities of such series.

   

  Section 3.05 Satisfaction of Sinking Fund Payments with Securities.

   

  The Company (i) may deliver Outstanding Securities of a series and (ii) may apply as a
      credit Securities of a series that have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in
      each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series, provided that such
      Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the redemption price specified in such Securities for redemption through operation of the sinking fund and the amount
      of such sinking fund payment shall be reduced accordingly.

   

  Section 3.06 Redemption of Securities for Sinking Fund.

   

  Not less than 45 days prior to each sinking fund payment date for any series of Securities
      (unless a shorter period shall be satisfactory to the Trustee), the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of the series, the
      portion thereof, if any, that is to be satisfied by delivering and crediting Securities of that series pursuant to Section 3.05 and the basis for such credit and will, together with such Officer’s Certificate, deliver to the Trustee any
      Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.02 and cause
      notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.02. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in
      the manner stated in Section 3.03.

  
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  ARTICLE 4

      

      COVENANTS

   

  Section 4.01 Payment of Principal, Premium and Interest.

   

  The Company will duly and punctually pay or cause to be paid the principal of (and premium,
      if any) and interest on the Securities of that series at the time and place and in the manner provided herein and established with respect to such Securities. Payments of principal on the Securities may be made at the time provided herein and
      established with respect to such Securities by U.S. dollar check drawn on and mailed to the address of the Securityholder entitled thereto as such address shall appear in the Security Register, or U.S. dollar wire transfer to, a U.S. dollar account
      if such Securityholder shall have furnished wire instructions to the Trustee no later than 15 days prior to the relevant payment date. Payments of interest on the Securities may be made at the time provided herein and established with respect to such
      Securities by U.S. dollar check mailed to the address of the Securityholder entitled thereto as such address shall appear in the Security Register, or U.S. dollar wire transfer to, a U.S. dollar account if such Securityholder shall have furnished
      wire instructions in writing to the Security Registrar and the Trustee no later than 15 days prior to the relevant payment date.

   

  Section 4.02 Maintenance of Office or Agency.

   

  So long as any series of the Securities remain Outstanding, the Company agrees to maintain
      an office or agency with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where (i) Securities of that series may be presented for payment, (ii) Securities of that
      series may be presented as herein above authorized for registration of transfer and exchange, and (iii) notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be given or served, such designation
      to continue with respect to such office or agency until the Company shall, by written notice signed by any officer authorized to sign an Officer’s Certificate and delivered to the Trustee, designate some other office or agency for such purposes or
      any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, notices and demands may be made or served at the Corporate Trust
      Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, notices and demands. The Company initially appoints the Corporate Trust Office of the Trustee as its paying agent with respect to the
      Securities.

   

  Section 4.03 Paying Agents.

   

  (a) If the Company shall appoint one or more paying agents for all
      or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Company, subject to the provisions of this Section:

   

  (1) that it will hold all sums held by it as such agent for the
      payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled
      thereto;

  
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  (2) that it will give the Trustee notice of any failure by the
      Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable;

   

  (3) that it will, at any time during the continuance of any
      failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and

   

  (4) that it will perform all other duties of paying agent as set
      forth in this Indenture.

   

  (b) If the Company shall act as its own paying agent with respect
      to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum
      sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such
      action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if
      any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such
      principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act.

   

  (c) Notwithstanding anything in this Section to the contrary, (i)
      the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any
      other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the
      Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money.

   

  Section 4.04 Appointment to Fill Vacancy in Office of Trustee.

   

  The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will
      appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder.

   

  Section 4.05 Compliance with Consolidation Provisions.

   

  The Company will not, while any of the Securities remain Outstanding, consolidate with or
      merge into any other Person, in either case where the Company is not the survivor of such transaction, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article Ten hereof are complied with.

  
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  ARTICLE 5

      

      SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

   

  Section 5.01 Company to Furnish Trustee Names and Addresses of
      Securityholders.

   

  The Security Registrar shall preserve in as current a form as is reasonably practicable the
      most recent list available to it of the names and addresses of the holders of Securities of each Series as of such regular record date and shall otherwise comply with Section 312(a) of the Trust Indenture Act. If the Trustee is not the Security
      Registrar, the Company shall furnish to the Trustee at least 15 days after each regular record date (as described in Section 2.03) and at such other times as the Trustee may request in writing a list, in such form and as of such date as the
      Trustee may reasonably require, of the names and addresses of the holders of Securities of each Series.

   

  Section 5.02 Preservation Of Information; Communications With
      Securityholders.

   

  (a) The Trustee shall preserve, in as current a form as is
      reasonably practicable, all information as to the names and addresses of the holders of Securities contained in the most recent list furnished to it as provided in Section 5.01 and as to the names and addresses of holders of Securities
      received by the Trustee in its capacity as Security Registrar (if acting in such capacity).

   

  (b) The Trustee may destroy any list furnished to it as provided
      in Section 5.01 upon receipt of a new list so furnished.

   

  (c) Securityholders may communicate as provided in Section 312(b)
      of the Trust Indenture Act with other Securityholders with respect to their rights under this Indenture or under the Securities, and, in connection with any such communications, the Trustee shall satisfy its obligations under Section 312(b) of the
      Trust Indenture Act in accordance with the provisions of Section 312(b) of the Trust Indenture Act.

   

  Section 5.03 Reports by the Company.

   

  (a) The Company covenants and agrees to provide (which delivery
      may be via electronic mail) to the Trustee within 30 days, after the Company files the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as
      the Commission may from time to time by rules and regulations prescribe) that the Company is required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; provided, however, the Company shall not be required to
      deliver to the Trustee any materials for which the Company has sought and received confidential treatment by the Commission; and provided further, that so long as such filings by the Company are available on the Commission’s Electronic Data
      Gathering, Analysis and Retrieval System (EDGAR), or Interactive Data Electronic Applications (IDEA), or any successor system, such filings shall be deemed to have been filed with the Trustee for purposes hereof without any further action required by
      the Company. For the avoidance of doubt, a failure by the Company to file annual reports, information and other reports with the SEC within the time period prescribed thereof by the Commission shall not be deemed a breach of this Section 5.03.

  
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  (b) Delivery of reports, information and documents to the Trustee
      under Section 5.03 is for informational purposes only and the information and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinable from information contained
      therein including the Company’s compliance with any of their covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis
      or otherwise, our compliance with the covenants or with respect to any reports or other documents filed with the SEC or website under this Indenture or participate in any conference calls.

   

  Section 5.04 Reports by the Trustee.

   

  (a) If required by Section 313(a) of the Trust Indenture Act, the
      Trustee, within sixty (60) days after each May 1, shall transmit by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear upon the Security Register, a brief report dated as of such May 1, which complies with
      Section 313(a) of the Trust Indenture Act.

   

  (b) The Trustee shall comply with Section 313(b) and 313(c) of the
      Trust Indenture Act.

   

  (c) A copy of each such report shall, at the time of such
      transmission to Securityholders, be filed by the Trustee with the Company, with each securities exchange upon which any Securities are listed (if so listed) and also with the Commission. The Company agrees to notify the Trustee when any Securities
      become listed on any securities exchange.

   

  ARTICLE 6

      

      REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

   

  Section 6.01 Events of Default.

   

  (a) Whenever used herein with respect to Securities of a
      particular series, “Event of Default” means any one or more of the following events that has occurred and is continuing:

   

  (1) the Company defaults in the payment of any installment of
      interest upon any of the Securities of that series, as and when the same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by the Company in
      accordance with the terms of any indenture supplemental hereto shall not constitute a default in the payment of interest for this purpose;

   

  (2) the Company defaults in the payment of the principal of (or
      premium, if any, on) any of the Securities of that series as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund established
      with respect to that series; provided, however, that a valid extension of the maturity of such Securities in accordance with the terms of any indenture supplemental hereto shall not constitute a default in the payment of principal or premium, if any;

  
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  (3) the Company fails to observe or perform any other of its
      covenants or agreements with respect to that series contained in this Indenture or otherwise established with respect to that series of Securities pursuant to Section 2.01 hereof (other than a covenant or agreement that has been expressly
      included in this Indenture solely for the benefit of one or more series of Securities other than such series) for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that such
      notice is a “Notice of Default” hereunder, shall have been given to the Company by the Trustee, by registered or certified mail, or to the Company and the Trustee by the holders of at least 25% in principal amount of the Securities of that series at
      the time Outstanding;

   

  (4) the Company pursuant to or within the meaning of any
      Bankruptcy Law (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property or (iv) makes a
      general assignment for the benefit of its creditors; or

   

  (5) a court of competent jurisdiction enters an order under any
      Bankruptcy Law that (i) is for relief against the Company in an involuntary case, (ii) appoints a Custodian of the Company for all or substantially all of its property or (iii) orders the liquidation of the Company, and the order or decree remains
      unstayed and in effect for 90 days.

   

  (b) In each and every such case (other than an Event of Default
      specified in clause (4) or clause (5) above), unless the principal of all the Securities of that series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities
      of that series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by such Securityholders), may declare the principal of (and premium, if any, on) and accrued and unpaid interest on all the Securities of that
      series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable. If an Event of Default specified in clause (4) or clause (5) above occurs, the principal of and accrued and unpaid
      interest on all the Securities of that series shall automatically be immediately due and payable without any declaration or other act on the part of the Trustee or the holders of the Securities.

   

  (c) At any time after the principal of (and premium, if any, on)
      and accrued and unpaid interest on the Securities of that series shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the holders
      of a majority in aggregate principal amount of the Securities of that series then Outstanding hereunder, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has paid or
      deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of that series and the principal of (and premium, if any, on) any and all Securities of that series that shall have become due otherwise
      than by acceleration (with interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate per annum expressed in the Securities of that
      series to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.06, and (ii) any and all Events of Default under the Indenture with respect to such series, other than the nonpayment of principal on (and
      premium, if any, on) and accrued and unpaid interest on Securities of that series that shall not have become due by their terms, shall have been remedied or waived as provided in Section 6.06.

  
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  No such rescission and annulment shall extend to or shall affect any subsequent default or
      impair any right consequent thereon.

   

  (d) In case the Trustee shall have proceeded to enforce any right
      with respect to Securities of that series under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then
      and in every such case, subject to any determination in such proceedings, the Company and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee
      shall continue as though no such proceedings had been taken.

   

  Section 6.02 Collection of Indebtedness and Suits for Enforcement by
      Trustee.

   

  (a) The Company covenants that (i) in case it shall default in the
      payment of any installment of interest on any of the Securities of a series, or in any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default
      shall have continued for a period of 90 days, or (ii) in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the
      Securities of a series or upon redemption or upon declaration or otherwise then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Securities of that series, the whole amount that then shall have
      been become due and payable on all such Securities for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is
      enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of
      collection, and the amount payable to the Trustee under Section 7.06.

   

  (b) If the Company shall fail to pay such amounts forthwith upon
      such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such
      action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the Securities of that series and collect the moneys adjudged or decreed to be payable in the manner
      provided by law or equity out of the property of the Company or other obligor upon the Securities of that series, wherever situated.

   

  (c) In case of any receivership, insolvency, liquidation,
      bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be
      permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of
      Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date,
      and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in
      bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such
      Securityholders, to pay to the Trustee any amount due it under Section 7.06.

  

  
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  (d) All rights of action and of asserting claims under this
      Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto,
      and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06,
      be for the ratable benefit of the holders of the Securities of such series.

   

  In case of an Event of Default hereunder, the Trustee may in its discretion proceed to
      protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise,
      whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or
      by law.

   

  Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to
      or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the
      claim of any Securityholder in any such proceeding.

   

  Section 6.03 Application of Moneys Collected.

   

  Any moneys collected by the Trustee pursuant to this Article with respect to a particular
      series of Securities shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal (or premium, if any) or interest, upon presentation of the Securities of
      that series, and notation thereon of the payment, if only partially paid, and upon surrender thereof if fully paid:

   

  FIRST: To the payment of reasonable costs and expenses of collection and of all amounts
      payable to the Trustee under Section 7.06;

  
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  SECOND: To the payment of the amounts then due and unpaid upon Securities of such series for
      principal (and premium, if any) and interest, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for
      principal (and premium, if any) and interest, respectively; and

   

  THIRD: To the payment of the remainder, if any, to the Company or any other Person lawfully
      entitled thereto.

   

  Section 6.04 Limitation on Suits.

   

  No holder of any Security of any series shall have any right by virtue or by availing of any
      provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (i) such holder
      previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Securities of such series specifying such Event of Default, as hereinbefore provided; (ii) the holders of not less
      than 25% in aggregate principal amount of the Securities of such series then Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (iii) such holder or holders
      shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby; (iv) the Trustee for 90 days after its receipt of such notice, request and offer of
      indemnity, shall have failed to institute any such action, suit or proceeding and (v) during such 90 day period, the holders of a majority in principal amount of the Securities of that series do not give the Trustee a direction inconsistent with the
      request.

   

  Notwithstanding anything contained herein to the contrary or any other provisions of this
      Indenture, the right of any holder of any Security to receive payment of the principal of (and premium, if any) and interest on such Security, as therein provided, on or after the respective due dates expressed in such Security (or in the case of
      redemption, on the redemption date), or to institute suit for the enforcement of any such payment on or after such respective dates or redemption date, shall not be impaired or affected without the consent of such holder and by accepting a Security
      hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders of Securities of such series shall have any
      right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other of such Securities, or to obtain or seek to obtain priority over or preference to any
      other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Securities of such series. For the protection and enforcement of the provisions of
      this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

   

  Section 6.05 Rights and Remedies Cumulative; Delay or Omission Not
      Waiver.

   

  (a) Except as otherwise provided in Section 2.07, all
      powers and remedies given by this Article to the Trustee or to the Securityholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the holders of the
      Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture or otherwise established with respect to such Securities.

  
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  (b) No delay or omission of the Trustee or of any holder of any of
      the Securities to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and,
      subject to the provisions of Section 6.04, every power and remedy given by this Article or by law to the Trustee or the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the
      Securityholders.

   

  Section 6.06 Control by Securityholders.

   

  The holders of a majority in aggregate principal amount of the Securities of any series at
      the time Outstanding, determined in accordance with Section 8.04, shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on
      the Trustee with respect to such series; provided, however, that such direction shall not be in conflict with any rule of law or with this Indenture or subject the Trustee in its sole discretion to personal liability. Subject to the provisions of Section 7.01,
      the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or officers of the Trustee, determine that the proceeding so directed, subject to the Trustee’s duties under the
      Trust Indenture Act, would involve the Trustee in personal liability or might be unduly prejudicial to the Securityholders not involved in the proceeding. The holders of a majority in aggregate principal amount of the Securities of any series at the
      time Outstanding affected thereby, determined in accordance with Section 8.04, may on behalf of the holders of all of the Securities of such series waive any past default in the performance of any of the covenants contained herein or
      established pursuant to Section 2.01 with respect to such series and its consequences, except a default in the payment of the principal of, or premium, if any, or interest on, any of the Securities of that series as and when the same shall
      become due by the terms of such Securities otherwise than by acceleration (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal and any premium has been deposited with the Trustee (in
      accordance with Section 6.01(c)). Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Securities of such series shall be restored
      to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

   

  Section 6.07 Undertaking to Pay Costs.

   

  All parties to this Indenture agree, and each holder of any Securities by such holder’s
      acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as
      Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit,
      having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder, or group of
      Securityholders, holding more than 10% in aggregate principal amount of the Outstanding Securities of any series, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of (or premium, if any) or interest
      on any Security of such series, on or after the respective due dates expressed in such Security or established pursuant to this Indenture.

  
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  ARTICLE 7

      

      CONCERNING THE TRUSTEE

   

  Section 7.01 Certain Duties and Responsibilities of Trustee.

   

  (a) The Trustee, prior to the occurrence of an Event of Default
      with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and
      only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been
      cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or
      use under the circumstances in the conduct of his own affairs.

   

  (b) No provision of this Indenture shall be construed to relieve
      the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:

   

  (i) prior to the occurrence of an Event of Default with respect to
      the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred:

   

  (A) the duties and obligations of the Trustee shall with respect
      to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are
      specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

   

  (B) in the absence of bad faith on the part of the Trustee, the
      Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or
      not they conform on their face to the requirements of this Indenture;

  
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  (ii) the Trustee shall not be liable for any error of judgment
      made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;

   

  (iii) the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of
      conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series; and

   

  (iv) none of the provisions contained in this Indenture shall
      require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the
      repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it.

   

  Section 7.02 Certain Rights of Trustee.

   

  Except as otherwise provided in Section 7.01:

   

  (a) The Trustee may conclusively rely and shall be protected in
      acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, security or other paper or document believed by it to be genuine and to have been signed or
      presented by the proper party or parties;

   

  (b) Any request, direction, order or demand of the Company
      mentioned herein shall be sufficiently evidenced by a Board Resolution, Officer’s Certificate, or an instrument signed in the name of the Company by any authorized officer of the Company (unless other evidence in respect thereof is specifically
      prescribed herein);

   

  (c) The Trustee may consult with counsel and the advice of such
      counsel or, if requested, any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted hereunder in good faith and in reliance thereon;

   

  (d) The Trustee shall be under no obligation to exercise any of
      the rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee security or indemnity
      reasonably satisfactory to it against the costs, expenses and liabilities that may be incurred therein or thereby;

   

  (e) The Trustee shall not be liable for any action taken or
      omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

   

  (f) The Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, security, or other papers or documents, unless requested in writing so to do by the holders of not
      less than a majority in principal amount of the Outstanding Securities of the particular series affected thereby (determined as provided in Section 8.04); provided, however, that if the payment within a reasonable time to the Trustee of the
      costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may
      require indemnity reasonably satisfactory to it against such costs, expenses or liabilities as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Company or, if paid by the Trustee, shall be repaid by
      the Company upon demand;

  
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  (g) The Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

   

  (h) In no event shall the Trustee be responsible or liable for any
      failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or
      military disturbances, nuclear or natural catastrophes or acts of God, epidemic, disease, pandemic, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the
      Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances;

   

  (i) In no event shall the Trustee be responsible or liable for
      special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the
      form of action; and

   

  (j) The Trustee may accept and act upon instructions or directions
      pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such written instructions, subsequent to such transmission of written
      instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such
      instructions or directions. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding
      of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such
      instructions conflict or are inconsistent with a subsequent written instruction. The Company and the party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and
      directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

  
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  (k) In addition, the Trustee shall not be deemed to have knowledge
      of any default or Event of Default until a Responsible Officer of the Trustee shall have received written notice from the Company or a Securityholder describing such default or Event of Default, and stating that such notice is a notice of default or
      Event of Default.

   

  Section 7.03 Trustee Not Responsible for Recitals, Indenture or
      Securities.

   

  (a) The recitals contained herein and in the Securities shall be
      taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same.

   

  (b) The Trustee makes no representations as to the validity or
      sufficiency of this Indenture or of the Securities.

   

  (c) The Trustee shall not be accountable for the use or
      application by the Company of any of the Securities or of the proceeds of such Securities, or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture or established pursuant to Section
        2.01, or for the use or application of any moneys received by any paying agent other than the Trustee.

   

  Section 7.04 May Hold Securities.

   

  The Trustee or any paying agent or Security Registrar, in its individual or any other
      capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee, paying agent or Security Registrar.

   

  Section 7.05 Moneys Held in Trust.

   

  Subject to the provisions of Section 11.05, all moneys received by the Trustee
      shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on
      any moneys received by it hereunder except such as it may agree with the Company to pay thereon.

   

  Section 7.06 Compensation and Reimbursement.3

   

  (a) The Company covenants and agrees to pay to the Trustee, and
      the Trustee shall be entitled to, such compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as the Company and the Trustee may from time to time agree in writing, for all
      services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company will pay or reimburse
      the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements
      of its counsel and of all Persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its gross negligence or bad faith and except as the Company and Trustee may from time to time agree in writing.

   

  

  
  
     

  

  
  3
      A reasonability requirement as to Trustee’s expenses is not unusual and is acceptable to many Trustees.

  
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  (b) The Company covenants to indemnify and defend the Trustee (and
      its officers, agents, directors and employees) for, and to hold it harmless against, any claims, expenses, obligations, loss, liability, damage, injuries, stamp or similar taxes, actions, suits, judgement, costs or expense (including reasonable
      attorney's and agent's fees and expenses) incurred of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Trustee directly or indirectly relating to, or arising from, claims against the Trustee (whether
      asserted by any Securityholder, the Company or otherwise), including without limitation the costs and expenses of enforcing this Indenture (including the indemnification provided herein), except to the extent of the gross negligence or bad faith on
      the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim of liability in the premises.

   

  (c) The obligations of the Company under this Section to
      compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the discharge of the Indenture and the resignation or
      removal of the Trustee. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of
      particular Securities.

   

  Section 7.07 Reliance on Officer’s Certificate or Opinion of Counsel.

   

  Except as otherwise provided in Section 7.01, whenever in the administration of the
      provisions of this Indenture the Trustee shall deem it reasonably necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence in respect
      thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate or Opinion of Counsel delivered to the Trustee and
      such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof.

   

  Section 7.08 Disqualification; Conflicting Interests.

   

  If the Trustee has or shall acquire any “conflicting interest” within the meaning of Section
      310(b) of the Trust Indenture Act, the Trustee and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

   

  Section 7.09 Corporate Trustee Required; Eligibility.

   

  There shall at all times be a Trustee with respect to the Securities issued hereunder which
      shall at all times be a corporation organized and doing business under the laws of the United States of America or any state or territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the
      Commission, authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal, state, territorial, or District of Columbia authority.

  
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  The Company may not, nor may any Person directly or indirectly controlling, controlled by,
      or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified
      in Section 7.10.

   

  Section 7.10 Resignation and Removal; Appointment of Successor.

   

  (a) The Trustee or any successor hereafter appointed may at any
      time resign with respect to the Securities of one or more series by giving written notice thereof to the Company and by transmitting notice of resignation by mail, first class postage prepaid, to the Securityholders of such series, as their names and
      addresses appear upon the Security Register. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee with respect to Securities of such series by written instrument, in duplicate, executed by order of the
      Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the mailing of
      such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction at the sole expense of the Company for the appointment of a successor trustee with respect to Securities of such series, or any Securityholder of that
      series who has been a bona fide holder of a Security or Securities for at least six months may on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon after
      such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

   

  (b) In case at any time any one of the following shall occur:

   

  (i) the Trustee shall fail to comply with the provisions of Section




        7.08 after written request therefor by the Company or by any Securityholder who has been a bona fide holder of a Security or Securities for at least six months; or

   

  (ii) the Trustee shall cease to be eligible in accordance with the
      provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Securityholder; or

   

  (iii) the Trustee shall become incapable of acting, or shall be
      adjudged bankrupt or insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the Trustee or of its property shall be appointed or consented to, or any public officer shall take charge or control of the Trustee or of its property or
      affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, the Company may remove the Trustee with respect to all Securities and appoint a successor trustee by written instrument, in duplicate, executed by order
      of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or any Securityholder who has been a bona fide holder of a Security or Securities for at least six months may,
      on behalf of that holder and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem
      proper and prescribe, remove the Trustee and appoint a successor trustee.

  
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  (c) The holders of a majority in aggregate principal amount of the
      Securities of any series at the time Outstanding may at any time remove the Trustee with respect to such series by so notifying the Trustee and the Company and may appoint a successor Trustee for such series with the consent of the Company.

   

  (d) Any resignation or removal of the Trustee and appointment of a
      successor trustee with respect to the Securities of a series pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

   

  (e) Any successor trustee appointed pursuant to this Section may
      be appointed with respect to the Securities of one or more series or all of such series, and at any time there shall be only one Trustee with respect to the Securities of any particular series.

   

  Section 7.11 Acceptance of Appointment By Successor.

   

  (a) In case of the appointment hereunder of a successor trustee
      with respect to all Securities, every such successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the
      retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the
      successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and
      deliver to such successor trustee all property and money held by such retiring Trustee hereunder.

   

  (b) In case of the appointment hereunder of a successor trustee
      with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein
      each successor trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor trustee all the rights, powers, trusts and duties of the
      retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (ii) shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers,
      trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall add to or change any of the
      provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such
      Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for
      any act or failure to act on the part of any other Trustee hereunder; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such
      retiring Trustee shall with respect to the Securities of that or those series to which the appointment of such successor trustee relates have no further responsibility for the exercise of rights and powers or for the performance of the duties and
      obligations vested in the Trustee under this Indenture, and each such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the
      Securities of that or those series to which the appointment of such successor trustee relates; but, on request of the Company or any successor trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor trustee, to the
      extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor trustee relates.

  
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  (c) Upon request of any such successor trustee, the Company shall
      execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

   

  (d) No successor trustee shall accept its appointment unless at
      the time of such acceptance such successor trustee shall be qualified and eligible under this Article.

   

  (e) Upon acceptance of appointment by a successor trustee as
      provided in this Section, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear upon the Security Register. If the Company fails
      to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

   

  Section 7.12 Merger, Conversion, Consolidation or Succession to
      Business.

   

  Any corporation into which the Trustee may be merged or converted or with which it may be
      consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Trustee, including the administration of the trust
      created by this Indenture, shall be the successor of the Trustee hereunder, provided that such corporation shall be qualified under the provisions of Section 7.08 and eligible under the provisions of Section 7.09, without the
      execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any
      successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

   

  Section 7.13 Preferential Collection of Claims Against the Company.

   

  The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any
      creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

  
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  Section 7.14 Notice of Default.

   

  If any Event of Default occurs and is continuing and if a Responsible Officer of the Trustee
      has received notice of such Event of Default in accordance with Section 7.02(k), the Trustee shall mail to each Securityholder in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act notice of the Event of
      Default within the earlier of 90 days after it occurs and 30 days after written notice of it is received by the Trustee, unless such Event of Default has been cured; provided, however, that, except in the case of a default in the payment of the
      principal of (or premium, if any) or interest on any Security, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers
      of the Trustee in good faith determine that the withholding of such notice is in the interest of the Securityholders.

   

  ARTICLE 8

      

      CONCERNING THE SECURITYHOLDERS

   

  Section 8.01 Evidence of Action by Securityholders.

   

  Whenever in this Indenture it is provided that the holders of a majority or specified
      percentage in aggregate principal amount of the Securities of a particular series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the
      time of taking any such action the holders of such majority or specified percentage of that series have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by such holders of Securities of that
      series in person or by agent or proxy appointed in writing.

   

  If the Company shall solicit from the Securityholders of any series any request, demand,
      authorization, direction, notice, consent, waiver or other action, the Company may, at its option, as evidenced by an Officer’s Certificate, fix in advance a record date for such series for the determination of Securityholders entitled to give such
      request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other
      action may be given before or after the record date, but only the Securityholders of record at the close of business on the record date shall be deemed to be Securityholders for the purposes of determining whether Securityholders of the requisite
      proportion of Outstanding Securities of that series have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Outstanding Securities of that series
      shall be computed as of the record date; provided, however, that no such authorization, agreement or consent by such Securityholders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this
      Indenture not later than six months after the record date.

  
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  Section 8.02 Proof of Execution by Securityholders.

   

  Subject to the provisions of Section 7.01, proof of the execution of any instrument
      by a Securityholder (such proof will not require notarization) or his agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner:

   

  (a) The fact and date of the execution by any such Person of any
      instrument may be proved in any reasonable manner acceptable to the Trustee.

   

  (b) The ownership of Securities shall be proved by the Security
      Register of such Securities or by a certificate of the Security Registrar thereof.

   

  The Trustee may require such additional proof of any matter referred to in this Section as
      it shall deem necessary.

   

  Section 8.03 Who May be Deemed Owners.

   

  Prior to the due presentment for registration of transfer of any Security, the Company, the
      Trustee, any paying agent and any Security Registrar may deem and treat the Person in whose name such Security shall be registered upon the books of the Company as the absolute owner of such Security (whether or not such Security shall be overdue and
      notwithstanding any notice of ownership or writing thereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and (subject to Section 2.03) interest on
      such Security and for all other purposes; and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary.

   

  Section 8.04 Certain Securities Owned by Company Disregarded.

   

  In determining whether the holders of the requisite aggregate principal amount of Securities
      of a particular series have concurred in any direction, consent or waiver under this Indenture, the Securities of that series that are owned by the Company or any other obligor on the Securities of that series or by any Person directly or indirectly
      controlling or controlled by or under common control with the Company or any other obligor on the Securities of that series shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose
      of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities of such series that the Trustee actually knows are so owned shall be so disregarded. The Securities so owned that have been
      pledged in good faith may be regarded as Outstanding for the purposes of this Section, if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not a
      Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel
      shall be full protection to the Trustee.

   

  Section 8.05 Actions Binding on Future Securityholders.

   

  At any time prior to (but not after) the evidencing to the Trustee, as provided in Section




        8.01, of the taking of any action by the holders of the majority or percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with such action, any holder of a Security of that
      series that is shown by the evidence to be included in the Securities the holders of which have consented to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.02, revoke such action
      so far as concerns such Security. Except as aforesaid any such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Security, and of any Security issued in exchange
      therefor, on registration of transfer thereof or in place thereof, irrespective of whether or not any notation in regard thereto is made upon such Security. Any action taken by the holders of the majority or percentage in aggregate principal amount
      of the Securities of a particular series specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the holders of all the Securities of that series.

  
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  ARTICLE 9

      

      SUPPLEMENTAL INDENTURES

   

  Section 9.01 Supplemental Indentures Without the Consent of
      Securityholders.

   

  In addition to any supplemental indenture otherwise authorized by this Indenture, the
      Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders,
      for one or more of the following purposes:

   

  (a) to cure any ambiguity, defect, or inconsistency herein or in
      the Securities of any series;

   

  (b) to comply with Article Ten;

   

  (c) to provide for uncertificated Securities in addition to or in
      place of certificated Securities;

   

  (d) to add to the covenants, restrictions, conditions or
      provisions relating to the Company for the benefit of the holders of all or any series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such
      covenants, restrictions, conditions or provisions are expressly being included solely for the benefit of such series), to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions,
      conditions or provisions an Event of Default, or to surrender any right or power herein conferred upon the Company;

   

  (e) to add guarantors with respect to any or all of the Securities
      or to secure any or all of the Securities or the guarantees, if any;

   

  (f) to add to, delete from, or revise the conditions, limitations,
      and restrictions on the authorized amount, terms, or purposes of issue, authentication, and delivery of Securities, as herein set forth;

   

  (g) to make any change that does not adversely affect the rights
      of any Securityholder in any material respect;

  
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  (h) to provide for the issuance of and establish the form and
      terms and conditions of the Securities of any series as provided in Section 2.01, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the
      rights of the holders of any series of Securities;

   

  (i) to evidence and provide for the acceptance of appointment
      hereunder by a successor trustee and to add to or change any provisions to provide for or facilitate administration by more than one trustee;

   

  (j) to comply with the applicable procedures of the applicable
      Depositary; or

   

  (k) to comply with any requirements of the Commission or any
      successor in connection with the qualification of this Indenture under the Trust Indenture Act.

   

  The Trustee is hereby authorized to join with the Company in the execution of any such
      supplemental indenture, and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s own rights, duties,
      powers, indemnities or immunities under this Indenture or otherwise.

   

  Any supplemental indenture authorized by the provisions of this Section may be executed by
      the Company and the Trustee without the consent of the holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.

   

  Section 9.02 Supplemental Indentures With Consent of Securityholders.

   

  With the consent (evidenced as provided in Section 8.01) of the holders of not less
      than a majority in aggregate principal amount of the Securities of each series affected by such supplemental indenture or indentures at the time Outstanding, the Company, when authorized by a Board Resolution, and the Trustee may from time to time
      and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of
      the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 9.01 the rights of the holders of the Securities of such series under this Indenture; provided, however, that no such
      supplemental indenture shall, without the consent of the holders of each Security then Outstanding and affected thereby, (a) extend the fixed maturity of any Securities of any series (or postpone the date fixed for the payment of any sinking fund or
      analogous obligation with respect to any series of Securities), or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof or (b) reduce the
      aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture.

   

  It shall not be necessary for the consent of the Securityholders of any series affected
      thereby under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

  
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  Section 9.03 Effect of Supplemental Indentures.

   

  Upon the execution of any supplemental indenture pursuant to the provisions of this Article
      or of Section 10.01, this Indenture shall, with respect to such series, be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties, powers, indemnities and
      immunities under this Indenture of the Trustee, the Company and the holders of Securities of the series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments,
      and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

   

  Section 9.04 Securities Affected by Supplemental Indentures.

   

  Securities of any series affected by a supplemental indenture, authenticated and delivered
      after the execution of such supplemental indenture pursuant to the provisions of this Article or of Section 10.01, may bear a notation in form approved by the Company, provided such form meets the requirements of any securities exchange upon
      which such series may be listed, as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of that series so modified as to conform, in the opinion of the Board of Directors, to any modification
      of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities of that series then Outstanding.

   

  Section 9.05 Execution of Supplemental Indentures.

   

  Upon the request of the Company, accompanied by its Board Resolutions authorizing the
      execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders to the extent required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such
      supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties, powers, indemnities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to
      enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this
      Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with.

   

  Promptly after the execution by the Company and the Trustee of any supplemental indenture
      pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the
      Securityholders of all series affected thereby as their names and addresses appear upon the Security Register. Any failure of the Company to mail, or cause the mailing of, such notice, or any defect therein, shall not, however, in any way impair or
      affect the validity of any such supplemental indenture.

  
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  ARTICLE 10

      

      SUCCESSOR ENTITY

   

  Section 10.01 Company May Consolidate, Etc.

   

  Nothing contained in this Indenture shall prevent any consolidation or merger of the Company
      with or into any other Person (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or
      other disposition of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to
      acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other
      disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and
      observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by
      supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into
      which the Company shall have been merged, or by the entity which shall have acquired such property and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other
      securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of
      securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred
      immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

   

  Section 10.02 Successor Entity Substituted.

   

  (a) In case of any such consolidation, merger, sale, conveyance,
      transfer or other disposition and upon the assumption by the successor entity by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the obligations set forth under Section 10.01 on all of
      the Securities of all series Outstanding, such successor entity shall succeed to and be substituted for the Company with the same effect as if it had been named as the Company herein, and thereupon the predecessor corporation shall be relieved of all
      obligations and covenants under this Indenture and the Securities.

   

  (b) In case of any such consolidation, merger, sale, conveyance,
      transfer or other disposition, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

  
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  (c) Nothing contained in this Article shall require any action by
      the Company in the case of a consolidation or merger of any Person into the Company where the Company is the survivor of such transaction, or the acquisition by the Company, by purchase or otherwise, of all or any part of the property of any other
      Person (whether or not affiliated with the Company).

   

  ARTICLE 11

      

      SATISFACTION AND DISCHARGE

   

  Section 11.01 Satisfaction and Discharge of Indenture.

   

  If at any time: (a) the Company shall have delivered to the Trustee for cancellation all
      Securities of a series theretofore authenticated and not delivered to the Trustee for cancellation (other than any Securities that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.07
      and Securities for whose payment money or Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company and thereupon repaid to the Company or discharged from such trust, as provided in Section
        11.05); or (b) all such Securities of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for
      redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in moneys or Governmental
      Obligations or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all
      Securities of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if the
      Company shall also pay or cause to be paid all other sums payable hereunder with respect to such series by the Company then this Indenture shall thereupon cease to be of further effect with respect to such series except for the provisions of Sections




        2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.06 and 11.05, that shall survive
      to such date and thereafter, and the Trustee, on demand of the Company and at the cost and expense of the Company shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such series.

   

  Section 11.02 Discharge of Obligations.

   

  If at any time all such Securities of a particular series not heretofore delivered to the
      Trustee for cancellation or that have not become due and payable as described in Section 11.01 shall have been paid by the Company by depositing irrevocably with the Trustee as trust funds moneys or an amount of Governmental Obligations
      sufficient to pay at maturity or upon redemption all such Securities of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or
      date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then after the date such moneys or Governmental Obligations, as the case
      may be, are deposited with the Trustee the obligations of the Company under this Indenture with respect to such series shall cease to be of further effect except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02,
      4,03, 7.06, 7.10 and 11.05 hereof that shall survive until such Securities shall mature and be paid.

  
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  Thereafter, Sections 7.06 and 11.05 shall survive.

   

  Section 11.03 Deposited Moneys to be Held in Trust.

   

  All moneys or Governmental Obligations deposited with the Trustee pursuant to Sections
        11.01 or 11.02 shall be held in trust and shall be available for payment as due, either directly or through any paying agent (including the Company acting as its own paying agent), to the holders of the particular series of Securities
      for the payment or redemption of which such moneys or Governmental Obligations have been deposited with the Trustee.

   

  Section 11.04 Payment of Moneys Held by Paying Agents.

   

  In connection with the satisfaction and discharge of this Indenture all moneys or
      Governmental Obligations then held by any paying agent under the provisions of this Indenture shall, upon demand of the Company, be paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such
      moneys or Governmental Obligations.

   

  Section 11.05 Repayment to Company.

   

  Any moneys or Governmental Obligations deposited with any paying agent or the Trustee, or
      then held by the Company, in trust for payment of principal of or premium, if any, or interest on the Securities of a particular series that are not applied but remain unclaimed by the holders of such Securities for at least two years after the date
      upon which the principal of (and premium, if any) or interest on such Securities shall have respectively become due and payable, or such other shorter period set forth in applicable escheat or abandoned or unclaimed property law, shall be repaid to
      the Company on May 31 of each year or upon the Company’s written request or (if then held by the Company) shall be discharged from such trust; and thereupon the paying agent and the Trustee shall be released from all further liability with respect to
      such moneys or Governmental Obligations, and the holder of any of the Securities entitled to receive such payment shall thereafter, as a general creditor, look only to the Company for the payment thereof.

   

  ARTICLE 12

      

      IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

   

  Section 12.01 No Recourse.

   

  No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any
      Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, past, present or future as such, of the Company or of any predecessor or successor corporation, either
      directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this
      Indenture and the obligations issued hereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors as such, of the
      Company or of any predecessor or successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the
      Securities or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator,
      stockholder, officer or director as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom,
      are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of such Securities.

  
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  ARTICLE 13

      

      MISCELLANEOUS PROVISIONS

   

  Section 13.01 Effect on Successors and Assigns.

   

  All the covenants, stipulations, promises and agreements in this Indenture made by or on
      behalf of the Company shall bind its successors and assigns, whether so expressed or not.

   

  Section 13.02 Actions by Successor.

   

  Any act or proceeding by any provision of this Indenture authorized or required to be done
      or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the corresponding board, committee or officer of any corporation that shall at the time be the lawful successor of the
      Company.

   

  Section 13.03 Surrender of Company Powers.

   

  The Company by instrument in writing executed by authority of its Board of Directors and
      delivered to the Trustee may surrender any of the powers reserved to the Company, and thereupon such power so surrendered shall terminate both as to the Company and as to any successor corporation.

   

  Section 13.04 Notices.

   

  Except as otherwise expressly provided herein, any notice, request or demand that by any
      provision of this Indenture is required or permitted to be given, made or served by the Trustee or by the holders of Securities or by any other Person pursuant to this Indenture to or on the Company may be given or served by being deposited in first
      class mail, postage prepaid, addressed (until another address is filed in writing by the Company with the Trustee), as follows: AFC Gamma, Inc., 525 Okeechobee Blvd., Suite 1770, West Palm Beach, FL 33401, Attention: Chief Legal Officer (with a copy
      to (which shall not constitute notice): O’Melveny & Myers LLP, 7 Times Square, New York, NY 10036, Attention: Jeeho Lee, Esq.). Any notice, election, request or demand by the Company or any Securityholder or by any other Person pursuant to this
      Indenture to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee (with a copy to (which shall not constitute notice): Perkins Coie
      LLP, 1155 Avenue of the Americas, 22nd Floor, New York, NY 11036, Attention: Ronald Sarubbi, Esq.). Any notice, election, request or demand by the Company or any
      Securityholder or by any other Person pursuant to this Indenture to or upon the Security Registrar shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing, as follows: Continental Stock Transfer and
      Trust, CSTMail@continentalstock.com.

  
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  Section 13.05 Governing Law; Waiver of Jury Trial; Consent to
      Jurisdiction.

   

  (a) This Indenture and each Security shall be deemed to be a
      contract made under the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State, without regard to conflict of law principles that would result in the application of any laws other
      than the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.

   

  (b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
      PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, EACH SECURITY OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT
      OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
      WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

   

  (c) Each of the parties hereby irrevocably and unconditionally
      submits, for itself and its property, to the jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof,
      in any action or proceeding arising out of or relating to this Indenture and any Security, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of
      any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding may be heard and
      determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by
      suit on the judgment or in any other manner provided by law. Nothing in this Indenture shall affect any right that the Trustee (in each of its various capacities as designated from time to time hereunder) or any Holder may have to bring any action or
      proceeding relating to this Indenture against the Company or its properties in the courts of any jurisdiction to enforce any judgment, order or process entered by such courts situate within the State of New York, or to enjoin any violations hereof or
      for relief ancillary hereto or otherwise to collect on loans or enforce the payment of any Security or to enforce, protect or maintain their rights and claims or for any other lawful purpose. The Company further agrees that any action or proceeding
      brought against the Trustee (in each of its various capacities as designated from time to time hereunder) if brought by the Company, shall be brought only in New York State or, to the extent permitted by law, in such Federal Court.

  
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  Section 13.06 Treatment of Securities as Debt.

   

  It is intended that the Securities will be treated as indebtedness and not as equity for
      federal income tax purposes. The provisions of this Indenture shall be interpreted to further this intention.

   

  Section 13.07 Certificates and Opinions as to Conditions Precedent.

   

  (a) Upon any application or demand by the Company to the Trustee
      to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent provided for in this Indenture (other than the certificate to be delivered
      pursuant to Section 13.12) relating to the proposed action have been complied with and, if requested, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with.

   

  (b) Each certificate or opinion provided for in this Indenture and
      delivered to the Trustee with respect to compliance with a condition or covenant in this Indenture shall include (i) a statement that the Person making such certificate or opinion has read such covenant or condition; (ii) a brief statement as to the
      nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of such Person, he has made such examination or investigation as is
      reasonably necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been
      complied with.

   

  Section 13.08 Payments on Business Days.

   

  Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set
      forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, in any case where the date of maturity of interest or principal of any Security or the date of redemption of any Security shall not be a
      Business Day, then payment of interest or principal (and premium, if any) may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date of maturity or redemption, and no interest shall accrue for the
      period after such nominal date.

   

  Section 13.09 Conflict with Trust Indenture Act.

   

  If and to the extent that any provision of this Indenture limits, qualifies or conflicts
      with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, the Trust Indenture Act shall control.

  
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  Section 13.10 Counterparts.

   

  This Indenture may be executed in any number of counterparts, including in electronic .pdf
      format, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Indenture or any
      document to be signed in connection with this Indenture (including, without limitation, the Notes and any Officer’s Certificate) shall be deemed to include electronic signatures, including without limitation, digital signature provided by DocuSign
      (or such other digital signature provider as specified in writing to Trustee by the authorized representative), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature. The Company agrees to assume
      all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by
      third parties.

   

  Section 13.11 Separability.

   

  In case any one or more of the provisions contained in this Indenture or in the Securities
      of any series shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such Securities, but this Indenture and
      such Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

   

  Section 13.12 Compliance Certificates.

   

  The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year
      during which any Securities of any series were outstanding, an officer’s certificate stating whether or not the signers know of any Event of Default that occurred during such fiscal year. Such certificate shall contain a certification from the
      principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and the Company’s performance under this Indenture and that the Company has
      complied with all conditions and covenants under this Indenture. For purposes of this Section 13.12, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If the
      officer of the Company signing such certificate has knowledge of such an Event of Default, the certificate shall describe any such Event of Default and its status.

   

  Section 13.13 FATCA.

   

  In order to comply with applicable tax laws (inclusive of rules, regulations and
      interpretations promulgated by competent authorities) related to this Indenture in effect from time to time (“Applicable FATCA Law”) that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be
      subject to, the Company agrees (i) to provide the Trustee sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so the Trustee can determine whether it has tax related obligations
      under Applicable FATCA Law, (ii) that the Trustee shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable FATCA Law for which the Trustee shall not have any liability and (iii) to hold
      harmless the Trustee for any losses it may suffer due to the actions it takes to comply with Applicable FATCA Law. The terms of this section shall survive the termination of this Indenture. 

  
    46 

    
      
 

  

   

  IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed all as of the day
      and year first above written.

   

  AFC GAMMA, INC.

   

  	By:	 	


  

  		Name:	


  

  		Title:	


   

  TMI TRUST COMPANY, as Trustee

   

  	By:	 	


  

  		Name:	


  

  		Title:	


   

  CONTINENTAL STOCK TRANSFER AND TRUST, as Security Registrar

   

  	By:	 	


  

  		Name:	


  

  		Title:	


  

  
    47 

    
      
 

  

   

  CROSS-REFERENCE TABLE (1)

   

  	Section of Trust Indenture Act of 1939, as Amended	Section of Indenture
	310(a)	7.09
	310(b)	7.08
	 	7.10
	310(c)	Inapplicable
	311(a)	7.13
	311(b)	7.13
	311(c)	Inapplicable
	312(a)	5.01
	 	5.02(a)
	312(b)	5.02(c)
	312(c)	5.02(c)
	313(a)	5.04(a)
	313(b)	5.04(b)
	313(c)	5.04(a)
	 	5.04(b)
	313(d)	5.04(c)
	314(a)	5.03
	 	13.12
	314(b)	Inapplicable
	314(c)	13.07(a)
	314(d)	Inapplicable
	314(e)	13.07(b)
	314(f)	Inapplicable
	315(a)	7.01(a)
	 	7.01(b)
	315(b)	7.14
	315(c)	7.01
	315(d)	7.01(b)
	315(e)	6.07
	316(a)	6.06
	 	8.04
	316(b)	6.04
	316(c)	8.01
	317(a)	6.02
	317(b)	4.03
	318(a)	13.09


   

  (1)       This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on
      the interpretation of any of its terms or provisions.

   

    

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